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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 11, 2020
ZILLOW GROUP, INC.
(Exact name of registrant as specified in its charter)

Washington   001-36853   47-1645716
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
1301 Second Avenue, Floor 31, Seattle, Washington
  98101
(Address of principal executive offices)   (Zip Code)
(206) 470-7000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share ZG The Nasdaq Global Select Market
Class C Capital Stock, par value $0.0001 per share Z The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Claire Cormier Thielke to the Board of Directors

On October 11, 2020, the Board of Directors (the “Board”) of Zillow Group, Inc. (the “Company” or “Zillow Group”) appointed Claire Cormier Thielke as a member of the Board, effective immediately.

Ms. Thielke currently serves as Managing Director of Hines, a privately held real estate investment, development and management firm. Since joining the firm in 2009, Ms. Thielke has held various roles, including serving as Chief Operating Officer of Investment Management for Hines from 2013 through 2018. She is also a member of Stanford University’s adjunct faculty, lecturing on the intersection of technology, institutional investment, and real estate assets. Ms. Thielke holds an undergraduate degree in Urban Planning and a Masters in Construction Management from Stanford University, as well as a Degree of Engineer from Stanford’s Civil Engineering Ph.D Department.

Ms. Thielke joins Messrs. Blachford and Stephenson as a Class I director. In accordance with the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, Ms. Thielke’s initial term of board service will expire at the 2021 annual meeting of shareholders. Based on information provided by Ms. Thielke, and upon the review and recommendation of the Nominating and Governance Committee of the Board, the Board has determined that Ms. Thielke is “independent” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission and the listing requirements and rules of Nasdaq. At this time, Ms. Thielke has not been appointed to any Board committees.

Ms. Thielke will receive the standard compensation received by Zillow Group nonemployee directors, which consists of annual stock option grants pursuant to the Stock Option Grant Program for Nonemployee Directors under the Zillow Group, Inc. 2020 Incentive Plan (the “NED Program”), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Pursuant to the NED Program, nonemployee directors are eligible to receive on each March 1st a stock option grant for that number of shares of the Company’s Class C capital stock having a Black-Scholes-Merton value of $250,000 on the date of grant, with one-fourth of the shares subject to this option grant vesting quarterly over one year and a per share exercise price equal to the closing price of the Company’s Class C capital stock on the date of grant. In addition, in connection with her initial appointment to the Board, Ms. Thielke will receive a stock option grant for that number of shares of the Company’s Class C capital stock having a Black-Scholes-Merton value of $125,000 on the date of grant and a per share exercise price equal to the closing price of the Company’s Class C capital stock on the date of grant. This option grant will become fully vested and exercisable on March 1, 2021.

As is customary, Ms. Thielke and the Company will enter into an indemnification agreement providing for contractual rights to indemnification, expense advancement and reimbursement to the fullest extent permitted by the Washington Business Corporation Law, substantially in the form filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the press release announcing Ms. Thielke’s appointment as a member of the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 

* Indicates a management contract or compensatory plan or arrangement.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: October 15, 2020   ZILLOW GROUP, INC.
  By:
/s/ JENNIFER ROCK
  Name: Jennifer Rock
  Title: Chief Accounting Officer



Exhibit 10.1
STOCK OPTION GRANT PROGRAM
FOR
NONEMPLOYEE DIRECTORS UNDER THE
ZILLOW GROUP, INC.
2020 INCENTIVE PLAN
(Effective as of March 5, 2020)
The following provisions set forth the terms of the stock option grant program (the “Program”) for nonemployee directors of Zillow Group, Inc. (the “Company”) under the Zillow Group, Inc. 2020 Incentive Plan (the “Plan”). The Program does not constitute a separate source of shares available for issuance under the Plan. In the event of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern. Capitalized terms that are not defined herein have the meanings set forth in the Plan.
1. Eligibility
Each Director elected or appointed to the Board who is not otherwise an Employee of the Company or any Related Company (an “Eligible Director”) shall be eligible to receive Options under the Plan, as described below.
2. Annual Option Grants
(a) Beginning on March 1, 2021 and on each anniversary thereafter (each, a “Grant Date”), each Eligible Director as of the Grant Date shall automatically receive a Nonqualified Stock Option to purchase that number of shares of Class C Capital Stock with a Black-Scholes-Merton value (or such other valuation method then being used by the Company to value its stock options for financial reporting purposes) equal to $250,000, with any fractional share rounded to the nearest whole share (0.5 to be rounded up) (each, an “Annual Option Grant”).
(b) In the event of an Eligible Director’s initial election or appointment to the Board on a date other than a Grant Date, such Eligible Director shall, subject to approval by the Board or the Compensation Committee, receive a Nonqualified Stock Option in connection with their initial election or appointment to the Board to purchase that number of shares of Class C Capital Stock calculated in the same manner as for Annual Option Grants, but prorated based on the number of full calendar months between the date of the Eligible Director’s initial election or appointment to the Board and the first Grant Date following their initial election or appointment to the Board (each, a “Prorated Option Grant”). Following initial election or appointment to the Board, an Eligible Director shall be eligible to receive Annual Option Grants pursuant to Section 2(a) above.
3. Option Vesting
(a) One-fourth of the shares subject to Annual Option Grants shall vest and become exercisable after each three-month period following the Grant Date such that Annual Option Grants will be fully vested and exercisable on the one-year anniversary of the Grant Date.
(b) Prorated Option Grants shall become fully vested and exercisable as of the first Grant Date following the Board’s or Compensation Committee’s (as appropriate) approval of the Option.
4. Option Exercise Price
The per share exercise price of each Option granted under the Program shall be equal to the Fair Market Value of the Class C Capital Stock on the Grant Date (which, for Prorated Option Grants, shall be the date of Board or Compensation Committee approval of such grant).
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5. Payment of Exercise Price
Options granted under the Program shall be exercised by giving notice to the Company (or a brokerage firm designated or approved by the Company) in such form as required by the Company, stating the number of shares of Class C Capital Stock with respect to which the Option is being exercised, accompanied by payment in full for such Class C Capital Stock, which payment may be made, to the extent permitted by applicable laws and regulations, in whole or in part:
(a) by cash, check or wire transfer;
(b) if and so long as the Class C Capital Stock is registered under the Exchange Act, by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker, to promptly deliver to the Company the amount of proceeds to pay the exercise price, all in accordance with the regulations of the Federal Reserve Board; or
(c) by such other consideration as the Compensation Committee may permit.
6. Term of Options
Each Option shall expire ten years from the Grant Date thereof (the “Option Expiration Date”), provided that any unvested portion of an Option shall terminate automatically and without further notice immediately upon an Eligible Director’s Termination of Service for any reason. The vested portion of the Option shall be exercisable as follows:
(a) General Rule. In the event of an Eligible Director’s Termination of Service for any reason other than death, Disability or for Cause, the vested portion of the Option may be exercised by the Eligible Director only until the earlier of (i) two years after the Eligible Director’s Termination of Service and (ii) the Option Expiration Date;
(b) Death or Disability. In the event of an Eligible Director’s Termination of Service by reason of death or Disability, the vested portion of the Option may be exercised only until the earlier of (i) the one-year anniversary of the date of the Eligible Director’s Termination of Service and (ii) the Option Expiration Date. If an Eligible Director dies after his or her Termination of Service but while the Option is still exercisable, the Option may be exercised until the earlier of (x) the one-year anniversary of the date of death and (y) the Option Expiration Date; and
(c) Cause. In the event of an Eligible Director’s Termination of Service for Cause, the Option, whether vested or unvested, shall terminate and no longer be exercisable, unless the Compensation Committee determines otherwise.
7. Amendment
The Board or the Compensation Committee may, in accordance with the Plan, the Compensation Committee Charter, and other relevant documents, amend the provisions contained herein in such respects as it deems advisable. Unless otherwise provided in the Plan, any such amendment shall not, without the consent of the Eligible Director, materially adversely affect any rights of an Eligible Director under an Option granted to the Eligible Director.
Provisions of the Plan (including any amendments thereto) that are not discussed herein, to the extent applicable to Eligible Directors, shall continue to govern the terms and conditions of Options granted to Eligible Directors.
8. Effective Date
This Program shall become effective on March 5, 2020 and, unless sooner terminated by the Board or the Compensation Committee, shall remain effective during the term of the Plan.

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Exhibit 99.1 Media contact: Chrissy Roebuck press@zillow.com Zillow Group Appoints Claire Cormier Thielke to Board of Directors Thielke brings expertise in innovative real estate investment, finance and operations to Zillow Group board SEATTLE - Oct. 15 2020 - Zillow Group, Inc. (NASDAQ:Z) (NASDAQ:ZG), which is transforming the way people buy, sell, rent and finance homes, today announces the appointment of Claire Cormier Thielke, managing director of Hines Asia Pacific, to the company’s Board of Directors, effective immediately. “Claire’s board appointment will be instrumental in guiding and propelling the company through its evolution to Zillow 2.0,” said Lloyd Frink, Zillow co-founder, executive chairman and president. “Claire brings an incredible background in operations, innovation and real estate financing that will be extremely valuable to the board as we continue to oversee transformational growth at Zillow. I’m looking forward to having her perspective and deep understanding of the issues we face in Zillow’s next chapter.” Thielke currently serves as managing director of Hines, a leading global real estate investment, development and management firm, and is responsible for acquisitions, development and new business generation in the Asia Pacific region. Previously, Thielke served as chief operating officer of investment management for Hines. She is a member of Stanford University’s adjunct faculty, lecturing on the intersection of technology, institutional investment and real estate assets. “I’ve followed Zillow’s success for many years – witnessing their evolution from a data-driven start-up to the most visited real estate website in the U.S., to the dynamic end-to-end service platform it is today for millions of customers,” Thielke said. “Zillow has revolutionized the industry by giving people the information and tools to find a home. In doing so, they are empowering communities and transforming neighborhoods. I look forward to collaborating with my fellow board members to further drive Zillow’s groundbreaking leadership in real estate.” Thielke has served as a board director for Memorial City Bank, board chair of Legacy Community Health – one of the largest federally qualified health clinic systems in the U.S., and as a board director or advisory member for numerous other institutions. She is a member of the National Association of Corporate Directors and the Aspen Institute Society of Fellows.

 
Thielke earned her undergraduate degree in Urban Planning and Design from Stanford University, graduating Phi Beta Kappa in 2.5 years as captain of the track and field team and Stanford Black Community Services Center (BCSC) Valedictorian. After completing her Masters in Construction Management from Stanford’s Department of Civil and Environmental Engineering as the program’s youngest graduate, Thielke continued on to earn her Degree of Engineer from Stanford’s Civil Engineering Ph.D Department. Thielke is a former USA Track & Field athlete and an avid alpinist. She recently completed a marathon on Mount Everest. About Zillow Zillow, the most visited real estate website in the U.S., is building an on-demand real estate experience. Whether selling, buying, renting or financing, customers can turn to Zillow’s businesses to find and get into their next home with speed, certainty and ease. In addition to for-sale and rental listings, Zillow Offers buys and sells homes directly in dozens of markets across the country, allowing sellers control over their timeline. Zillow Home Loans, our affiliate lender, provides our customers with an easy option to get pre-approved and secure financing for their next home purchase. Millions of people visit Zillow Group sites every month to start their home search, and now they can rely on Zillow to help them finish it — with the same confidence, ease and empowerment they’ve come to expect from real estate’s most trusted brand. Zillow is owned and operated by Zillow Group, Inc. (NASDAQ: Z and ZG). (ZFIN)